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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Nauticus Robotics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
63911H207 (CUSIP Number) |
William Kerber 3917 NE 104TH ST, Oklahoma City, OK, 73131 405-373-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 63911H207 |
| 1 |
Name of reporting person
KERBER WILLIAM XAVIER III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
611,492.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Nauticus Robotics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
17146 FEATHERCRAFT LANE, 17146 FEATHERCRAFT LANE, WEBSTER,
TEXAS
, 77598. |
| Item 2. | Identity and Background |
| (a) | William Xavier Kerber III
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| (b) | 3917 NE 104th ST
Oklahoma City, OK. 73131 |
| (c) | CEO Human Mode LLC
3917 NE 104th ST
Oklahoma City, OK. 73131 |
| (d) | During the past 5 years, Mr. Kerber has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During the past 5 years, Mr. Kerber has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
All of the shares of Common Stock were acquired using Mr. Kerber's personal funds. No loans were involved in these purchases. | |
| Item 4. | Purpose of Transaction |
On February 3, 2025 the Issuer filed an S-3 registration statement reporting a total of 30,185,791 outstanding shares of Common Stock. As of the date of this Schedule, Mr. Kerber owns an aggregate of 611,492 or 2.0% of the issuer's Common Stock and has ceased to be a beneficial owner of 5% or more of the Issuer's Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 30,185,791 shares of Common Stock outstanding as of the Issuer's S-3 statement filed on February 3, 2025. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | On February 3, 2025 the Issuer filed an S-3 registration statement reporting a total of 30,185,791 outstanding shares of Common Stock. As of the date of this Schedule, Mr. Kerber owns an aggregate of 611,492 or 2.0% of the issuer's Common Stock and has ceased to be a beneficial owner of 5% or more of the Issuer's Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 30,185,791 shares of Common Stock outstanding as of the Issuer's S-3 statement filed on February 3, 2025. |
| (b) | As of the date of this Schedule, Mr. Kerber has sole voting and dispositive power over the 611,492 shares of the Issuer's of Common Stock. |
| (e) | Mr. Kerber ceased to the the beneficial owner of more than five percent of the Issuer's Common Stock on February 3, 2025. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
As of the filing date of this Schedule, Mr. Kerber is not involved in any contracts, arrangements, under
standings or relationships related to any securities of the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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